RYAN SPECIALTY HOLDINGS, INC.
For the period ended Mar 31, 2025. Filed May 2, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 2, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0001628280-24-044413
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-02.
0001628280-25-021664
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 732 previous paragraphs and 607 current paragraphs.
348 unchanged; 146 reworded; 103 added; 185 removed; 53 previous and 10 current paragraphs rearranged.
Tables are not compared: 16 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (103)
Current report
On February 3, 2025, the Company completed the acquisition of Velocity Risk Underwriters, LLC (“Velocity”), an MGU
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specializing in first-party insurance coverage for catastrophe exposed properties, based in Nashville, Tennessee.
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On May 1, 2025, the Company completed the acquisition of USQRisk Holdings, LLC (“USQ”), a company that
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underwrites, structures, prices, and places specialty insurance for corporate clients seeking bespoke, multi-year risk
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solutions based in New York and London.
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Build Our Delegated Authority Business
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Binding Authority Specialty and Underwriting Management Specialty. We believe that both M&A consolidation and panel
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consolidation are in nascent stages for Binding Authority. We believe that both M&A consolidation and the use and
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reliance on scaled delegated Underwriting Management will continue to grow. Our ability to grow this business is
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products.
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$110 billion of insured catastrophe losses, driven by over $50 billion of insured losses related to severe convective storms
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(“SCS”) with 17 SCS events that caused losses in excess of $1 billion, which together accounted for the second-highest
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annual total for insured losses on record for SCS events. The year also included ice storms across the country and
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continued wildfire-related losses. In addition to the SCS events, Hurricanes Helene and Milton caused over $35 billion in
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risk, and higher reinsurance costs applied pressure to insurers and capacity tightened. In the second half of 2024 and
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through the first quarter of 2025, the E&S market experienced a shift in these trends as insurance capacity for these
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property risks increased, particularly at the end of 2024, which resulted in a decline in property premium rates. We believe
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these factors have also created opportunities for retailers to place coverage directly.
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Expenses
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Compensation and Benefits
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General and Administrative
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Amortization
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Interest Expense, Net
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For thethree months ended March 31, 2025, Other non-operating loss (income) consisted of seller reimbursement of
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acquisition-related retention incentives and sublease income. For thethree months ended March 31, 2024, Other non-
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operating loss (income) consisted of expense related to fees associated with our term loan repricing offset by sublease
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income.
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Income Tax Expense
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Reorganization (“CCR”) subsequent to the Velocity acquisition in the first quarter of 2025.
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•$66.8 million, or 12.1%, of the period-over-period change in Total revenue was due tothe acquisitions
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March 31, 2025. Acquisition revenue was offset by a $0.4 million decline in revenue period-over-period
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relating to the sale of a small non-subscription workers compensation book of business at the end of 2024;
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as well asmoderate growth across our property portfolio. Growth in our property portfolio was mitigated by a
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decline in rates and retailers realizing additional opportunity to place coverage directly. Growth in the quarter
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•A decline of $0.1 million, or 0.0%, of the period-over-period change in Total revenue was due to a decrease in
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Greenhill, Ethos P&C, EverSports, Geo, Innovisk, and Velocity acquisitions.
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Expenses
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Compensation and Benefits
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Compensation and benefits expense increased by$56.8 million, or 15.2%, from$373.5 million to$430.3 million for the
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•Commissions increased $20.6 million, or 12.8%, period-over-period, driven by the 11.5% increase in
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ACCELERATE 2025 Program
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During the first quarter of 2023 we initiated the ACCELERATE 2025 program that will enable continued growth, drive
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innovation, and deliver sustainable productivity improvements over the long term. The program, in its expanded scope, will
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result in approximately$110.0 million of cumulative one-time charges through 2024, funded through operating cash flow.
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Restructuring costs are estimated to be approximately evenly split between General and administrative expense, relating to
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third-party professional services, lease and contract terminations costs, and other expenses and Compensation and benefits
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expense, predominately relating to third-party contractor and other workforce-related costs. We expect the program, in its
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expanded scope, to generate annual savings of approximately$60.0 million in 2025. See “Note 4, Restructuring” of the
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unaudited quarterly consolidated financial statements for further discussion.
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For thenine months ended September 30, 2024, we incurred restructuring costs of$47.8 million. Combined with
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restructuring costs incurred during 2023, we have incurred restructuring costs of$96.2 million since the first quarter of
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2023, representing the inception of the plan. Of the cumulative$96.2 million in costs,$37.9 million was general and
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administrative with the remaining balance being workforce-related. While the current results of the ACCELERATE 2025
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program are in line with expectations, changes to the total savings estimate and timing of the ACCELERATE 2025
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program may evolve as we continue to progress through the plan and evaluate other potential opportunities. The actual
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amounts and timing may vary significantly based on various factors.
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On May 1, 2024, the Company completed the acquisition of Castel Underwriting Agencies Limited (“Castel”), an MGU
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platform. Castel is headquartered in London, England with additional offices in the Netherlands and Belgium and
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operations in Singapore.
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On August 30, 2024, the Company completed the acquisition of US Assure Insurance Services of Florida, Inc. (“US
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Assure”), a program specializing in builder’s risk insurance headquartered in Jacksonville, Florida.
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On September 1, 2024, the Company completed the acquisition of certain assets of Greenhill Underwriting Insurance
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Services, LLC (“Greenhill”), an MGU focused on the allied health industry headquartered in Houston, Texas.
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On September 13, 2024, the Company completed the acquisition of the Property and Casualty (“P&C”) MGUs owned by
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Ethos Specialty Insurance, LLC (“Ethos P&C”). Ethos P&C comprises eight programs which underwrite on behalf of
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insurance carriers.
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On October 1, 2024, the Company completed the acquisition of certain assets of EverSports & Entertainment Insurance,
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Inc., an MGU focused on sports, leisure and entertainment risks based in Carmel, Indiana.
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On October 2, 2024, the Company completed the acquisition of certain assets of the European managing general agent,
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Geo Underwriting Europe BV, a financial lines MGA based in Rotterdam, Netherlands, with operations in Germany.
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the Company changed its method of calculating Organic revenue growth rate, a non-GAAP measure, see “Non-GAAP
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Financial Measures and Key Performance Indicators - Organic Revenue Growth Rate” for more information). Our ability
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Build Our National Binding Authority Specialty
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M&A consolidation and panel consolidation are in the early stages in the binding authority market. Our ability to grow our
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catastrophe losses, mostly driven by a record setting year, both in frequency and severity, for severe convective storms
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(“SCS”) with 21 SCS events above $1 billion in losses, which together accounted for $58 billion in losses. The year also
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included hurricane losses on both the East and West coasts of the US, and sizable wildfire losses. Additionally, these risks
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costs applied pressure to insurers and capacity tightened. If industry trends reverse, it may open opportunities for rates to
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decline or retailers to place some of that coverage directly.
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For thenine months ended September 30, 2024, Other non-operating loss (income) consisted of expense related to term
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Reworded paragraphs (146)
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the three and nine months ended September 30, 2024 and 2023 prepared in accordance with U.S. GAAP. In addition, we
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the three months ended March 31, 2025 and 2024, prepared in accordance with U.S. GAAP. In addition, we regularly
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regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
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review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted
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Business Insurance) expanded faster than our Organic revenue growth rate of 15.4% (beginning in the first quarter of 2024,
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Business Insurance) expanded faster than our Organic revenue growth rate of 12.8%. Our ability to deepen and broaden
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to deepen and broaden relationships with our retail broker trading partners and increase sales is dependent upon a number
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relationships with our retail broker trading partners and increase sales is dependent upon a number of factors, including
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of factors, including client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to
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client satisfaction with our distribution reach and our product capabilities, retail brokers continuing to require or desire our
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require or desire our services, competition, pricing, economic conditions, and spending on our product offerings.
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services, competition, pricing, economic conditions, and spending on our product offerings.
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We believe there is substantial opportunity to continue to grow our Binding Authority Specialty, as we believe that both
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We believe there is substantial opportunity to continue to grow our Delegated Authority business, which includes both our
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Binding Authority Specialty is dependent upon a number of factors, including a continuing ability to secure sufficient
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dependent upon a number of factors, including a continuing ability to secure sufficient capital support from insurers, the
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capital support from insurers, the quality of our services and product offerings, marketing and sales efforts to drive new
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quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution,
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business prospects and execution, new product offerings, the pricing and quality of our competitors’ offerings, and the
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new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand for the insurance
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The growing relevance of the E&S market has been driven by the rapid emergence of large, complex, high-hazard, and
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The growing relevance of the E&S market has been driven by the rapid emergence and sustained prevalence of large,
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otherwise hard-to-place risks across many lines of insurance. This trend continued in 2023, with $80 billion of insured
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complex, high-hazard, and otherwise hard-to-place risks across many lines of insurance. This trend continued in 2024, with
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include the potential for more severe hurricanes that occur with greater frequency, more devastating wildfires, more
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insured losses. Additionally, these risks include the potential for more severe hurricanes that occur with greater frequency,
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frequent flooding, escalating jury verdicts and social inflation, geographic shifts in population density, a proliferation of
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more devastating wildfires, more frequent flooding, escalating jury verdicts and social inflation, geographic shifts in
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cyber threats, novel health risks, risks associated with large sports and entertainment venues, building and labor cost
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population density, a proliferation of cyber threats, novel health risks, risks associated with large sports and entertainment
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inflation relative to insured value, and the transformation of the economy to a “digital first” mode of doing business. We
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venues, building and labor cost inflation relative to insured value, and the transformation of the economy to a “digital first”
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believe that as the complexity of the E&S market continues to escalate, wholesale brokers and managing underwriters that
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mode of doing business. We believe that as the complexity of the E&S market continues to escalate, wholesale brokers and
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do not have sufficient scale, or the financial and intellectual capital to invest in the required specialty capabilities, will
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managing underwriters that do not have sufficient scale, or the financial and intellectual capital to invest in the required
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struggle to compete effectively. This will further the trend of market share consolidation among the wholesale firms that do
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specialty capabilities, will struggle to compete effectively. This will further the trend of market share consolidation among
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have these capabilities. We will continue to invest in our intellectual capital to innovate and offer custom solutions and
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the wholesale firms that do have these capabilities. We will continue to invest in our intellectual capital to innovate and
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products to better address these evolving market fundamentals.
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offer custom solutions and products to better address these evolving market fundamentals.
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for those risks in 2023 as the frequency and severity of catastrophe losses, attritional losses and secondary perils such as
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for those risks in 2023 and the first half of 2024 as the frequency and severity of catastrophe losses, attritional losses and
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severe convective storms, economic inflation, concentration of exposures, higher retentions of risk, and higher reinsurance
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secondary perils such as severe convective storms, economic inflation, concentration of exposures, higher retentions of
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Income tax expense (benefit) includes tax on the Company’s allocable share of any net taxable income from the LLC, from
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Income tax expense includes tax on the Company’s allocable share of any net taxable income from the LLC, from certain
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certain state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and
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state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and C-
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million of income tax expense recognized as a result of the Common Control Reorganization (“CCR”) subsequent to the
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Corporations subject to entity level taxation and income tax expense recognized as a result of the Common Control
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Total revenue increased by$102.8 million, or 20.5 %, from$501.9 million to$604.7 million for the three months ended
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Total revenue increased by $138.2 million, or 25.0%, from$552.0 million to$690.2 million for the three months ended
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September 30, 2024, as compared to the same period in the prior year. The following were the principal drivers of the
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March 31, 2025, as compared to the same period in the prior year. The following were the principal drivers of the increase:
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AccuRisk, Castel, US Assure, Greenhill, and Ethos P&C, all of which were completed within twelve months of
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completed in 2024 and the Velocity acquisition, all of which were completed within twelve months of
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•$56.8 million, or 11.3%, of the period-over-period change in Total revenue was due to organic revenue growth.
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•$65.9 million, or 11.9%, of the period-over-period change in Total revenue was due to organic revenue growth.
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and winning new business from competitors. Growth in the quarter was balanced across our property and
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and winning new business from competitors. We experienced growth across the majority of our casualty lines,
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casualty portfolios within our three Specialties, driven by an increase in the flow of risks into the E&S market;
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was balanced across our three Specialties, driven by an increase in the flow of risks into the E&S market;
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•$10.6 million, or 2.1%, of the period-over-period change in Total revenue was due to changes in contingent
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•$5.6 million, or 1.0%, of the period-over-period change in Total revenue was due to changes in contingent
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investment income, caused by a rise in interest rates and a rise in fiduciary balances compared to the prior year.
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Fiduciary investment income, caused by a decline in interest rates compared to the prior year.
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Wholesale Brokerage net commissions and fees increased by$37.8 million, or 12.2%, period-over-period, primarily due to
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Wholesale Brokerage net commissions and fees increased by$37.3 million, or 11.5%, period-over-period, primarily due to
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Binding Authority net commissions and fees increased by$7.3 million, or 10.5%, period-over-period, primarily due to
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Binding Authority net commissions and fees increased by$13.3 million, or 15.0%, period-over-period, primarily due to
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Underwriting Management net commissions and fees increased by$55.7 million, or 51.0%, period-over-period, primarily
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Underwriting Management net commissions and fees increased by$87.6 million, or 69.6%, period-over-period, primarily
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due to strong organic growth within the Specialty for the quarter as well as contributions from the AccuRisk, Castel, US
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due to strong organic growth within the Specialty for the quarter as well as contributions from the Castel, US Assure,
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Net commissions and policy fees grew 18.1%, in line with the overall net commissions and fee revenue growth of 20.7%,
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Net commissions and policy fees grew 26.2%, in line with the overall net commissions and fee revenue growth of 25.7%,
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market and an increase in the premium rate for risks placed. In aggregate, we experienced stable commission rates period-
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market and an increase in the premium rate for risks placed, as well as contributions from recent acquisitions. In aggregate,
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strong organic growth within the Specialty for the quarter.
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strong organic growth within the Specialty for the quarter.
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we experienced stable commission rates period-over-period.
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three months ended March 31, 2025, as compared to the same period in the prior year. The following were the principal
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result of the Common Control Reorganization (“CCR”) subsequent to the Velocity acquisition in the first quarter of 2025.
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ended March 31, 2025, compared to the same period in the prior year as a result of the factors described above.
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commissions and the impact of changes in foreign exchange rates.
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margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
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margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:
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(Loss) Per Share” of the unaudited quarterly consolidated financial statements.
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growth in demand for the insurance products.
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C-Corporations subject to entity level taxation.
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months ended September 30, 2024, as compared to the same period in the prior year. The following were the principal
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For the three months ended September 30, 2024 and 2023, the reduction to Interest expense, net related to interest income
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three months ended September 30, 2024, compared to the same period in the prior year primarily as a result of $20.7
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compared to the same period in the prior year as a result of the factors described above.
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September 30, 2024, as compared to the same period in the prior year. The following were the principal drivers of the
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growth. Organic revenue growth represents the change in Net commissions and fees revenue, as compared to
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the same period for the year prior, adjusted for Net commissions and fees attributable to recent acquisitions
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during the first twelve months of Ryan Specialty’s ownership, and other adjustments such as the removal of the
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impact of contingent commissions and the impact of changes in foreign exchange rates. In aggregate, our net
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commission rates were consistent period-over-period. Also, we grew our client relationships, in aggregate,
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within each of our three Specialties. The growth of these relationships is due to the combination of a growing
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property and casualty portfolios within our three Specialties, driven by an increase in the flow of risks into the
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AccuRisk, Castel, US Assure, Greenhill, and Ethos P&C, all of which were completed within twelve months of
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•$14.6 million, or 0.9%, of the period-over-period change in Total revenue was due to changes in contingent
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commissions and the impact of foreign exchange rates on the Company’s Net commissions and fees; and
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due to strong organic growth within the Specialty for the quarter as well as contributions from the AccuRisk, Castel, US
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The following table sets forth our revenue by type of commission and fees:
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Net commissions and policy fees grew 18.8%, in line with the overall net commissions and fee revenue growth of 19.8%
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growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the
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increasing demand for new, complex E&S products as well as the inflow of risks from the Admitted market into the E&S
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Supplemental and contingent commissions increased 26.7% period-over-period driven by the performance of risks placed
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on eligible business earning profit-based or volume-based commissions.
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Loss mitigation and other fees increased 67.8% period-over-period primarily due increased capital markets activity, certain
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and other risk management service fees from the placement of alternative risk insurance solutions.
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nine months ended September 30, 2024, compared to the same period in 2023. The following were the principal drivers of
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•An increase of $17.2 million was driven by Acquisition-related expense and Acquisition related long-term
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incentive compensation related to recently completed acquisitions;
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•The remaining increase of $62.1 million was driven by (i) the addition of 623 employees compared to the
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employees as of September 30, 2024, from 4,294 as of September 30, 2023.
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The net impact of revenue growth and the factors above resulted in a Compensation and benefits expense ratio decrease of
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In general, we expect to continue experiencing a rise in commissions, salaries, incentives, and benefits expense
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commensurate with our expected growth in business volume, revenue, and headcount.
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•$32.9 million was driven by growth in the business. Such expenses incurred to accommodate both organic and
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The net impact of revenue growth and the factors listed above resulted in a General and administrative expense ratio
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September 30, 2024, compared to the same period in the prior year. The main driver of the increase was the amortization of
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intangible assets from recent acquisitions. Our intangible assets increased by $760.8 million when comparing the balance
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as of September 30, 2024, to the balance as of September 30, 2023.
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September 30, 2024, compared to the same period in the prior year. The main driver of the increase in Interest expense, net
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